Contents of Agreement This Agreement, together with the other Transaction Documents, sets forth the entire understanding of the parties hereto with respect to the Transactions and supersedes all prior agreements or understandings among the parties regarding those matters.
Effectiveness of Agreement This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Status of Agreement A. This Agreement shall supersede any rules, regulations, policies, resolutions, or practices of the District which shall be contrary to or inconsistent with its terms.
Status of Agreements The rights and obligations of Buyer and Seller under this Agreement shall be subject to the following terms and conditions:
Terms of Agreement In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:
Copy of Agreement The Executive hereby acknowledges receipt of a copy of this Agreement duly signed by the Company.
Review of Agreement Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement.
STATEMENT OF AGREEMENT The parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:
Authorization and Effect of Agreement Each of Purchaser and the Merger Sub has all requisite right, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform its obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by each of Purchaser and the Merger Sub and the performance by each of Purchaser and the Merger Sub of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby or thereby, as the case may be, have been duly authorized by all requisite action on the part of each of Purchaser and the Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligation of each of Purchaser and the Merger Sub, enforceable against each of Purchaser and the Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.